Founder group to solicit proxies for FRMI special meeting

Rhea-AI Filing Summary

Fermi Inc. shareholders were notified that a group led by Toby R. Neugebauer and affiliated entities intends to file a definitive Schedule 14A and related proxy materials to solicit agent designations for a special meeting anticipated on or around June 30, 2026.

The notice states the Participants include Vicksburg Investments Management LLC, the Melissa A. Neugebauer 2020 Trust and several named individuals, and cites a Schedule 13G filed on November 14, 2025 reporting beneficial ownership of 139,016,035 shares by Mr. Neugebauer, 44,656,376 shares by Vicksburg, and 94,359,659 shares by the Trust.

Insights

Corporate Governance Attorney

Proxy solicitation by founder group for a special meeting; ownership disclosed.

The Participants state they will file a definitive Schedule 14A and a green agent designations card to solicit proxies for a special meeting anticipated on or around June 30, 2026. The notice reiterates the prior Schedule 13G ownership figures dated November 14, 2025.

Timing, exact agenda items, and cash‑flow treatment are not specified in this excerpt; subsequent proxy materials will contain the detailed proposals and voting instructions.

Key Figures

Special meeting date (anticipated): June 30, 2026 Schedule 13G filing date: November 14, 2025 Neugebauer beneficial ownership: 139,016,035 shares +2 more

5 metrics

Special meeting date (anticipated) June 30, 2026 anticipated special meeting date

Schedule 13G filing date November 14, 2025 date of reported beneficial ownership

Neugebauer beneficial ownership 139,016,035 shares reported in Schedule 13G filed November 14, 2025

Vicksburg beneficial ownership 44,656,376 shares reported in Schedule 13G filed November 14, 2025

Melissa A. Neugebauer 2020 Trust ownership 94,359,659 shares reported in Schedule 13G filed November 14, 2025

Key Terms

green agent designations card, Schedule 14A, Schedule 13G

3 terms

green agent designations card regulatory

"accompanying GREEN agent designations card, and other relevant documents"

Schedule 14A regulatory

"intend to file a definitive proxy statement on Schedule 14A"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

Schedule 13G regulatory

"filed a Schedule 13G with respect to the Company on November 14, 2025"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is FRMI shareholders being asked to review?

Shareholders are asked to read the forthcoming definitive Schedule 14A and the green agent designations card. These filings will contain the proxy solicitation materials and voting instructions related to the proposed special meeting on or around June 30, 2026.

Who are the participants behind the FRMI proxy solicitation?

The participants include Toby R. Neugebauer, Vicksburg Investments Management LLC, the Melissa A. Neugebauer 2020 Trust, and named individuals David A. Daglio, Charles M. Elson, Sheila Hooda, John T. Jimenez, Juan A. Pujadas and Janet Yang, according to the filing.

What ownership stakes were reported by the Fermi Founder Parties?

A Schedule 13G filed on November 14, 2025 reported Toby R. Neugebauer beneficially owns 139,016,035 shares, Vicksburg owns 44,656,376 shares, and the Melissa A. Neugebauer 2020 Trust owns 94,359,659 shares of Common Stock.

When will the FRMI proxy materials be available and where?

The Participants state the definitive proxy statement and related materials will be available at no charge on the SEC website at http://www.sec.gov and will be provided free upon request when filed by the Participants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 04:00 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☒	Soliciting Material Pursuant to §240.14a-12a

FERMI INC.

(Name of Registrant as Specified in Its Charter)

VICKSBURG INVESTMENTS MANAGEMENT LLC

TOBY R. NEUGEBAUER

MELISSA A. NEUGEBAUER 2020 TRUST

DAVID A. DAGLIO

CHARLES M. ELSON

SHEILA HOODA

JOHN T. JIMENEZ

JUAN A. PUJADAS

JANET YANG

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐	Fee paid previously with preliminary materials.

Item 1: On June 10, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

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Item 2: On June 10, 2026, Toby R. Neugebauer posted the following material to X (formerly known as Twitter):

Important Information

Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas (collectively, the “Participants”) intend to file a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations card, and other relevant documents with the SEC in connection with the solicitation of proxies with respect to the solicitation of agent designations for calling a special meeting of shareholders anticipated to be held on or around June 30, 2026 (the “Special Meeting”).

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE GREEN AGENT DESIGNATIONS CARD THAT WILL BE FILED BY THE PARTICIPANTS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The Fermi Founder Parties filed a Schedule 13G with respect to the Company on November 14, 2025, which reported that Mr. Neugebauer beneficially owns 139,016,035 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares of Common Stock. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.

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